Samsonite Group S.A. — Proxy Solicitation & Information Statement 2018

Sep 2, 2018

Samsonite

SAMSONITE INTERNATIONAL S.A.

新秀麗國際有限公司

13-15 Avenue de la Liberté, L-1931 Luxembourg

R.C.S. LUXEMBOURG: B 159.469

(Incorporated in Luxembourg with limited liability)

(Stock code: 1910)

FORM OF PROXY FOR THE GENERAL MEETING TO BE HELD ON WEDNESDAY, SEPTEMBER 26, 2018

I/We $^{(None1)}$

of

being the registered holder(s) of $^{(None2)}$

shares of US$0.01 each

in the share capital of Samsonite International S.A. (the “Company”) hereby appoint the Chairman of the meeting $^{(None3)}$ or

of

as

my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the general meeting (the “General Meeting”) of the Company to be held at 13–15 Avenue de la Liberté, L-1931 Luxembourg on Wednesday, September 26, 2018 at 11:00 a.m. (CET)/5:00 p.m. (Hong Kong time) (and at any adjournment thereof).

Please mark a tick $(^{\prime \prime}\checkmark)$ in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll $^{(None4)}$.

ORDINARY RESOLUTIONS		FOR	AGAINST
1.	To acknowledge the resignation of Mr. Ramesh Dungarmal Tainwala as a Director of the Company as at May 31, 2018
2.	To grant a mandate to the Directors of the Company to grant awards of restricted share units (“RSUs”) pursuant to the Share Award Scheme adopted by the Company on September 14, 2012 (as amended) (the “Share Award Scheme”) in respect of a maximum of 8,022,571 new Shares during the period from the passing of this resolution until whichever is the earliest of (a) the conclusion of the next annual general meeting of the Company, (b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of incorporation of the Company or any applicable laws to be held and (c) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting (the “Relevant Period”) and to allot, issue and deal with Shares underlying the RSUs granted pursuant to the Share Award Scheme during the Relevant Period as and when such RSUs vest.
3.	To amend the Share Award Scheme, details of the amendments being set out in the circular for the General Meeting.
4.	Subject to the passing of the resolution numbered 2 above, to approve the grant of RSUs pursuant to the Share Award Scheme in respect of an aggregate of up to 1,543,402 Shares to Mr. Kyle Francis Gendreau in accordance with the terms of the Share Award Scheme, subject to all applicable laws, rules and regulations and applicable award document(s) and to give authority to the Directors to exercise the powers of the Company under the mandate granted to the Directors to grant RSUs referred to in the resolution numbered 2 above to give effect to such grant of RSUs.
5.	Subject to the passing of the resolution numbered 2 above, to approve the grant of RSUs pursuant to the Share Award Scheme in respect of an aggregate of up to 1,733,586 Shares to the Other Connected Participants (as defined in the circular for the General Meeting) in accordance with the terms of the Share Award Scheme, subject to all applicable laws, rules and regulations and applicable award document(s), and to give authority the Directors to exercise the powers of the Company under the mandate granted to the Directors to grant RSUs referred to in the resolution numbered 2 above to give effect to such grant of RSUs.

Date: 2018

Signature(s) $^{(None5)}$

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Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the General Meeting may appoint more than one proxy to attend and on a poll, vote on his behalf, provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the General Meeting other than those referred to in the notice convening the General Meeting.
5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized.
6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
7. In order to be valid, this form of proxy must be deposited at the Company’s branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or at the Company’s registered office at 13–15 Avenue de la Liberté, L-1931 Luxembourg not less than 48 hours before the time fixed for holding the General Meeting or any adjournment thereof.
8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the General Meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the General Meeting of the Company (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/Your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Luxembourg law dated 2 August 2002 on the protection of individuals with regard to the processing of personal data, as amended, and the Personal Data (Privacy) Ordinance, Chapter 486, Laws of Hong Kong, and any such request should be in writing by mail to the Company.